Common use of Stockholder Representatives Clause in Contracts

Stockholder Representatives. (a) Each Management Holder hereby designates and appoints (and each Permitted Transferee of each such Management Holder is hereby deemed to have so designated and appointed) Bernxxx X. Xxxxxxx xxxh full power of substitution (the "MANAGEMENT HOLDER REPRESENTATIVE"), as the representative of each such person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by any such person and hereby acknowledges that the Management Holder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by each such person. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee will be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such person pursuant to this Agreement except for the Management Holder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Management Holder Representative and are and will be entitled and authorized to give notices only to the Management Holder Representative for any notice contemplated by this Agreement to be given to any such person. A successor to the Management Holder Representative may be chosen by a majority in interest of the Shares held by the Management Holders, provided that notice thereof is given by the new Management Holder Representative to the Company and to the other Stockholders (or their representatives established under this Section 4.9).

Stockholder Representatives. (a) Each Management Holder of the Stockholders by their approval of this Agreement and the Contemplated Transactions hereby designates appoint Securitas SGP, LLC and appoints Austin Ventures IV-B, L.P. as the Stockholder Representatives and Securitas SGP, LLC, as Stockholder Note Representative (and each Permitted Transferee of each such Management Holder is hereby deemed to have so designated and appointedtogether the “Representatives”) Bernxxx X. Xxxxxxx xxxh with full power and authority to execute and deliver any certificates or documents to which the Stockholder is not a party that are required to be delivered at Closing by the Representatives in such capacity on behalf of substitution (the "MANAGEMENT HOLDER REPRESENTATIVE")Stockholders and, in all events, all such acts shall be fully effective for all purposes of this Agreement. Subject to the terms and conditions of this Agreement, the Representatives, through their authorized representatives, shall have full power and authority to act in all respects hereunder in their sole discretion, as the representative sole, true and lawful agents, proxies and attorneys-in-fact of each such person of the Stockholders, with full power and authority to perform take all such acts as are requiredactions contemplated by and exercise all rights to be taken in the name of and for and on behalf of the Stockholder with respect to all matters to be performed or otherwise undertaken by the Representatives under this Agreement and the Collateral Documents, authorized including, but not limited to, (i) the right to execute and deliver certificates, receipts, documents and papers that may be necessary or deemed advisable by the Representatives to carry out the transactions contemplated by this Agreement and Collateral Documents, and generally to be performed act for and in the name and on behalf of each of the Stockholders with respect to the Merger and the cancellation of the shares of the stock of the Company held by any such person each of the Stockholders as fully as could each Stockholder if personally present and hereby acknowledges acting; (ii) the right to receive the Purchase Price, including the Stockholder Note, on behalf of the Stockholder and deliver the Purchase Price, and payment under the Stockholder Note, to the Stockholders; and (iii) otherwise to take all action that the Management Holder Representative shall be Representatives may consider necessary or appropriate in connection with the only person authorized to take any action so required, authorized or contemplated by this Agreement by each such person. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee will be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such person pursuant to this Agreement except for the Management Holder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Management Holder Representative and are and will be entitled and authorized to give notices only to the Management Holder Representative for any notice contemplated by this Agreement to be given to any such person. A successor to the Management Holder Representative may be chosen by a majority in interest consummation of the Shares held by the Management Holders, provided that notice thereof is given by the new Management Holder Representative to the Company and to the other Stockholders (or their representatives established under this Section 4.9)Contemplated Transactions.

Stockholder Representatives. Upon the adoption of this Agreement by the requisite vote of the holders of the Company Common Stock and the Company Preferred Stock, each of Lynford and Garfield (a) Each Management Holder hereby designates and appoints (and each Permitted Transferee of each such Management Holder is hereby deemed to have so designated and appointed) Bernxxx X. Xxxxxxx xxxh full power of substitution (together, the "MANAGEMENT HOLDER REPRESENTATIVEStockholder Representatives" and xxxx, a "), Stockholder Representative") shall be irrevocably appointed to act as the representative of each such person representatives for the Holders with respect to perform all such acts as matters requiring any action or decision by the Holders following the Closing, and the Stockholder Representatives are required, hereby authorized or contemplated by this Agreement to be performed by any such person and hereby acknowledges that the Management Holder Representative shall be the only person authorized Holders to take any action so required, authorized and all such actions and make any decisions necessary or contemplated by desirable in connection with all matters arising under this Agreement or the Escrow Agreement, the transactions contemplated hereby or thereby or arising with regard to the Company before or after the Closing, including, without limitation, the defense and/or settlement of any claims and any matters under 9.2. In furtherance of the foregoing, the Stockholder Representatives may by each written notice to the Escrow Agent, with a copy to Parent, request payment for or reimbursement of any and all costs and expenses, including reasonable legal fees and expenses, paid or payable by any of the Stockholder Representatives in connection with any matters requiring any action by the Stockholder Representatives as provided in this Article IX including, without limitation, the defense and/or settlement of any claims or under the Escrow Agreement, and the Escrow Agent shall promptly upon receipt of any such personwritten notice make such payment to the Stockholder Representatives. Each such person further acknowledges that Any notice or other communication to be delivered to the foregoing appointment and designation Stockholder Representatives shall be deemed delivered to be coupled with an interest each of them pursuant to Section 10.8 and shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee will be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such person pursuant communication to this Agreement except for the Management Holder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given signed by the Management Holder Representative Stockholder Representatives shall be valid and are and will be entitled and authorized to give notices only to the Management Holder Representative for any notice contemplated binding if signed by this Agreement to be given to any such person. A successor to the Management Holder Representative may be chosen by a majority in interest either of the Shares held by the Management Holders, provided that notice thereof is given by the new Management Holder Representative to the Company and to the other Stockholders (or their representatives established under this Section 4.9).the

Stockholder Representatives. The Stockholders hereby constitute and appoint, effective as of the Closing, 1261417 Ontario Limited "Mosaic") and ------ Xxxxxxx Xxxx (a) Each Management Holder hereby designates and appoints (and each Permitted Transferee of each such Management Holder is hereby deemed to have so designated and appointed) Bernxxx X. Xxxxxxx xxxh full power of substitution (together with their permitted successors, the "MANAGEMENT HOLDER REPRESENTATIVEStockholder ----------- Representatives"), ) as their true and lawful agents and attorneys-in-fact to enter --------------- into any agreement in connection with the representative of each such person to perform all such acts as are required, authorized or transactions contemplated by this Agreement Agreement, to exercise all or any of the powers, authority and discretion conferred on them under any such agreement, to waive any terms and conditions of any such agreement (other than the Exchange Consideration), to give and receive notices on their behalf and to be performed their exclusive representatives with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such person agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which ZC may be entitled to indemnification and hereby acknowledges that the Management Holder Representative shall be Stockholder Representatives agree to act as, and to undertake the only person authorized to take any action so requiredduties and responsibilities of, authorized or contemplated by this Agreement by each such personagents and attorneys-in-fact. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to be This power of attorney is coupled with an interest and interest. The Stockholder Representatives shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee will not be deemed to have authorized) the other parties hereto to disregard liable for any notice or other action taken or not taken by such person pursuant to them in connection with their obligations under this Agreement except for (i) with the Management Holder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by consent of stockholders who, as of the Management Holder Representative and are and will be entitled and authorized to give notices only to the Management Holder Representative for any notice contemplated by date of this Agreement to be given to any such person. A successor to the Management Holder Representative may be chosen by Agreement, owned a majority in interest number of the Shares held by the Management Holders, provided that notice thereof is given by the new Management Holder Representative to outstanding shares of the Company Stock or (ii) in the absence of their own gross negligence or wilful misconduct. If the Stockholder Representatives shall be unable or unwilling to serve in such capacity or if the Stockholders otherwise desire to replace the Stockholder Representatives, their successor shall be named by those persons holding a majority of the shares of the Company Stock outstanding at the Closing Date who shall serve and to exercise the other Stockholders (or their representatives established under this Section 4.9)powers of Stockholder Representatives hereunder.